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My skin started to get dry and flake off. Everyone's did. It took a while, months, maybe a year. But sooner or later, everyone ended up like this. Some of them went crazy. Some of us just accepted it. After a while, other Ghouls would find their way in here and Underworld just sort of grew. No one bothered us down here, and we were happy enough to leave them alone. And once my Greta showed up, it was a good enough life for me.

Carol is a female ghoul denizen of Underworld in Fallout 3. She is the owner and proprietor of Carol's Place, keeping it running together with her partner Greta.

The two are the first same-sex couple to be portrayed in a Fallout game.


Born in 2051,[1] Carol was 26 years old when the Great War struck, but only remembers herself as a "little girl." As her family could not afford a space in the Vaults, they had to use a public fallout shelter in D.C. They made it inside just as the nuclear weapons started to detonate. Carol's father stopped to help a family get inside the shelter, as Carol called for him. That same moment, the first detonation engulfed D.C., with her father disappearing in a bright flash of light. Carol lost consciousness, waking up a few hours later, only to discover her father's shadow "burned"[Note 1] into the concrete wall.[1]

The city burned for weeks, if not months afterward, and Carol left the shelter, hiding in the Museum of History. She was safe inside, but could hear the chaos unfold outside its walls, with the once affluent city turning into a hellish warzone. Looting and murder were the order of the day, and the nightmarish memories still give Carol pause, even two hundred years after the fact.[2] Fellow refugees arrived in the museum to seek shelter and eventually, the situation calmed down. A small community formed within, trying to make ends meet. However, the exposure to radiation during the Great War caused ghoulification. Carol went from dry, flaking skin to a complete ghoul in the span of a year, like everyone else. Some went insane while others accepted their new situation, like Carol. More and more ghouls kept wandering in, with Underworld slowly forming. Nobody bothered the ghouls and the ghouls bothered nobody.[3]

Everything improved further after she met Greta around 2217, with the two sharing a life together ever since. Carol decided to fulfill her lifelong dream of being the owner of a bed and breakfast at Greta's insistence,[Non-game 1] opening up Carol's Place. She takes care of the rooms, while Greta focuses on cuisine[4] (tailored for the particular tastes and biology of the ghouls;[Non-game 1] Carol also contributes her talents occasionally, and is known for her special squirrel stew).[5] The two also "adopted" a younger ghoul, Gob, who was like a son to Carol. She even suspects that Carol was a little jealous of him,[6] but still loved him as her own son.[7]

Though she is a ghoul with all the drawbacks that entails, she proudly wears a sundress and maintains a pleasant disposition in spite of everything she suffered.[Non-game 2] She believes that Underworld is a chance for ghouls to live as people, among their own, rather than suffer indignities as monsters to the wasteland at large. In her own words, "things are better this way for everyone."[8] However, the centuries seem to be catching up with Carol. Few of the original founders of Underworld remain there,[9] Gob left Underworld to seek his fortunes out in the wasteland, and while Carol puts up a brave face, she started to develop symptoms of depression. She is permanently tired, loses attention easily, and is no longer able to sleep a full night and regenerate, getting up at night. While Carol passes it off as a temporary problem that will resolve itself, Greta sees that something is very wrong with her love.[10] Even the customers started to notice the problems, though Carol blows off their worries.[11]

Part of the reason is likely the fact that she has lived in Underworld for 200 years, give or take, and after telling the same stories for centuries, she started to feel uninteresting, losing her luster.[12] She convinces herself everything is all right, but everyone can see that she has lost the love for her work at Carol's Place.[13]


Carol is in a committed relationship with Greta,[3] since about 2217, meaning they have been together longer than most humans are alive in the wasteland.[6] Carol puts on a brave face for her partner, and tries to wave off any concerns about her well-being, claiming it is just her getting lost in her thoughts.[10][11] Regardless, her presence is enough to lift Carol's spirits just enough.[14]

Her other significant relationship is with Gob, a younger ghoul she "adopted" with Greta. He is not her biological child and it is not clear if there is even an age disparity between them, but nevertheless Carol treats him as if he was her flesh and bone.[7] She explicitly identifies herself as his mother due to this relationship, and frets over his safety like one would.[15] Gob loves her as well, but prefers to use her first name.[16]

She is well liked and respected among the Underworld ghouls, along with her establishment, as it is one of the only places for ghouls to spend their money at in Underworld (the others being the Ninth Circle or Tulip's shop).[17] Winthrop is fond of the pair and if anyone reveals they know Gob, he will tell them to leg it to Carol's Place to update his mom on his status.[18] She is also fond of Mister Crowley, who has been renting a room for a year and treats Carol with unfailing politeness.[19] The only thing that she finds off-putting is his conviction that he is going to make his fortune soon, as soon as he finds an assassin to work for him. Carol considers it to be idle threats under the influence of whiskey, a drink she absolutely hates.[20]

However, there are exceptions: Carol's competitor Ahzrukhal would like nothing more than to shut Carol's Place down as a watering hole (e.g. by killing Greta),[21] and to hook Carol up on chems to manage her depression.[22] Winthrop also routinely uses the threat of shutting down the Ninth Circle and redirecting customers to Carol's Place to keep Ahzrukhal in line.[23]

Carol immediately takes a shine to the Lone Wanderer, who is the first regular human to visit Underworld in a while, and just meeting them is enough to make her snap into her old self. That includes cracking deadpan jokes about smoothskins and their ugliness.[4][24]

Daily schedule[]

Carol has two packages assigned which govern her schedule:

  • She will stay at Carol's Place throughout the day, with a sandbox package active (meaning she will talk to customers and Greta and move through the area).
  • At 2 AM, she will leave and go to sleep in her bed with Greta for six hours, waking up at 8 AM and returning to run Carol's Place.

Interactions with the player character[]

Interactions overview[]

FO76 ui icon quest
This character is involved in quests.
12 The American Dream
This character rents beds. Bottle cap 120.
Icon severed ear color
This character drops an ear upon death (Contract Killer).


Other interactions[]

  • Although Carol is hesitant to talk about her experiences during and since the War, she will tell her story if encouraged.
  • When talking to Carol, she can be asked about Gob.
    • If Megaton was blown up during The Power of the Atom and the Lone Wanderer tells Carol that they were responsible, everyone in Underworld (except Doctor Barrows, his assistant, and sometimes Tulip and Willow) becomes hostile (including Charon, even if he is currently a companion).
    • If Megaton was not blown up but the Lone Wanderer killed Gob, only Carol will become hostile. Killing her in self-defense will not result in any Karma loss.
    • If one mentions that Gob is likely a slave, Carol will say that she is sad for him but is glad to know he is safe. She also asks the Lone Wanderer to take a message to him.[25]
    • If she is told that Gob is dead, she will become very sad and start talking about how she was "thinking about Gob" every time dialogue is started with her.[26][27] Greta will also chew the Lone Wanderer out for affecting her loved one in this manner.[28]


Apparel Weapon Other items
Dirty pre-War casualwear

Notable quotes[]


Carol appears only in Fallout 3.

Behind the scenes[]

  • Carol states that she was "a little girl" when the bombs fell, which would seem to contradict her guide-stated age. However, a 25-year-old young adult would seem like a little girl to a ghoul over two centuries old.
  • Carol is included in a number of Underworld conversations, though several of these are bugged or unimplemented, such as a set of reactions to Greta's death.
  • Upon exiting dialogue, Carol will occasionally say "You're not bad... for a human.", likely a reference to the same line spoken by the android Bishop in the 1986 film Aliens.


  1. 1.0 1.1 1.2 1.3 The Lone Wanderer: "No, Carol. I'd love to hear your story."
    Carol: "Well, okay... but it's nothing special. I was born in 2051, so yes, that makes me a pre-war Ghoul."
    The Lone Wanderer: "Do you remember the day the war started?"
    Carol: "I do... I was in a shelter with my father when the bombs hit. In DC, we had the luxury of getting a warning after the west coast was... gone... I was just a little girl then. We couldn't afford a space in one of the Vaults. I remember filing down into that shelter, my father rushing me in. He stopped to help this one family, and I looked up and called his name... there was a flash of light, brighter than anything you can imagine. I woke up a few hours later. The first thing I did was run up to where my father had been. He... he was gone. But the strangest thing... There was his shadow, burned into the wall, so crisp and clear like he was standing next to me. The heat had burned it into the concrete..."
    (Carol's dialogue)
  2. The Lone Wanderer: "What was the Wasteland like after the war?"
    Carol: "The city was on fire for weeks... maybe months, I don't know. I hid down here in the museum... it was the closest building to the shelter I was in. But I could hear what was happening above. People howling like animals. Chaos. Looting, killing, it's like every foul thing inside of them came out. It was a nightmare... I... I don't want to talk about it."
    (Carol's dialogue)
  3. 3.0 3.1 The Lone Wanderer: "So, how did you end up as a Ghoul?"
    Carol: "I don't know how it happens. Doctor Barrows says it was radiation. All I know is that people kept showing up here in the museum. After things calmed down above ground, we tried to live down here as best we could. After a while, things got strange. My skin started to get dry and flake off. Everyone's did. It took a while, months, maybe a year. But sooner or later, everyone ended up like this. Some of them went crazy. Some of us just accepted it. After a while, other Ghouls would find their way in here and Underworld just sort of grew. No one bothered us down here, and we were happy enough to leave them alone. And once my Greta showed up, it was a good enough life for me."
    (Carol's dialogue)
  4. 4.0 4.1 Carol: "Yeah, what is it- Oh! Oh my! Someone new! I'm so sorry, you must think me terribly rude! Welcome! Welcome to Carol's Place! I'm Carol. It's not much, I know, but it's mine! So, if you need anything, just let me know. Greta will get you any food you want, and I handle the rooms. It's so good to have someone new here, even if it is an ugly ol' smoothskin! I'm kidding! I'm just kiddin! Don't make that face! You'll love it here."
    (Carol's dialogue)
  5. Underworld resident: "I want some food."
    Greta: "Just can't get enough, can you?"
    Underworld resident: "You got any of Carol's special Squirrel Stew?"
    Greta: "I'll go have a look."
    Underworld resident: "I'll be here."
    (Underworld conversations; Underworld resident's and Greta's dialogue)
  6. 6.0 6.1 The Lone Wanderer: "You run this place with Greta?"
    Carol: "That's right. Her and I have been together for... oh... about 60 years now. But, things haven't really been the same since Gob left. He was like a son to me. I think Greta was always a little jealous of him..."
    (Carol's dialogue)
  7. 7.0 7.1 The Lone Wanderer: "Have you ever heard of a guy named Gob?"
    Carol: "Gob? Yes, of course! He's my son... well, not really, not like you would think of a son. We Ghouls don't really work like that, but I love him like he's my own! Do you know him? Have you seen him? Is he alright?"
    (Carol's dialogue)
  8. The Lone Wanderer: "What can you tell me about Underworld?"
    Carol: "I've been here since we founded the town. Before that, well, life out in the Wastes wasn't very pleasant for us. But, so long as we stay down here, we can live our lives as people -- not monsters. I think things are better this way for everyone."
    (Carol's dialogue)
  9. The Lone Wanderer: "How did all of the Ghouls end up here?"
    Tulip: "At first it was just a couple people after the war. This was one of the only places that wasn't falling down or on fire after the bombs fell. I think that Carol is actually one of the few that were here then. But, over the years, word got around. There had been Ghouls living in little pockets all around. Not really so much anymore. Most of them either went feral or ended up here. I'm sure there are still a few out there, but anyone with any sense is in Underworld."
    (Tulip's dialogue)
  10. 10.0 10.1 Greta: "Carol, why don't you get some rest? You look so tired."
    Carol: "What now? Oh, I'm sorry Greta, I didn't see you there... did you need something?"
    Greta: "I was saying that you need to get some rest. You're falling asleep up here. You never sleep through a whole night anymore. I hear you getting up."
    Carol: "Oh, Greta, you worry too much. I'm fine, I'm fine. Just have a lot on my mind. It'll pass. Nothing to worry about."
    Greta: "If you say so, Carol."
    (Underworld conversations; Greta and Carol's dialogue)
  11. 11.0 11.1 Bugged Greta: "Carol, honey, I'm worried about you. Are you alright?"
    Carol: "Oh, Greta, baby. You don't need to worry about me, I was just lost in my thoughts. You know how it is."
    Greta: "C'mon, Carol. It's me, I can see through you. It's gotten so bad that the customers have started to notice."
    Carol: "They don't need to worry about me, Greta, and neither do you. I'll be okay."
    Greta: "You know that I can't stop worrying about you. Just think about it, okay?"
    (Underworld conversations; Greta and Carol's dialogue) Note: In Carol's last response set, her second response ("They don't need to worry") has the Goodbye flag checked, which will end the conversation before reaching Greta's last response. This seems to be unintentional, as that response is still set up to continue to Greta's last line. Bugged
  12. The Lone Wanderer: "See, and you said you weren't interesting."
    Carol: "You tell the same stories for 200 years, you'll feel pretty uninteresting too."
    (Carol's dialogue)
  13. Underworld resident: "Carol used to love this place, now it's like she hardly even cares. Have you noticed that?"
    Underworld resident: "Yeah, now that you mention it. I wonder what's going on..."
    (Underworld conversations; Underworld resident's dialogue) Note: May only occur in Carol's Place. This conversation can only occur if Carol is alive.
  14. Greta: "Carol..."
    Carol: "Hello, Greta. You always manage to make me feel a little better."
    (Underworld conversations; Greta and Carol's dialogue)
  15. The Lone Wanderer: "He's working in a bar in Megaton."
    Carol: "Oh, that's wonderful news! I'm so glad! if you see him, please tell him that his mother misses him and loves him and that I hope he's happy. But, he shouldn't come visit. It's too dangerous. No, no. He should stay put where he is."
    (Carol's dialogue)
  16. The Lone Wanderer: "Where did you come from?"
    Gob: "A place called Underworld. It's a Ghoul city down in D.C. I set off up here to find adventure and fortune. And... well... I found this place. I'm sort of stuck here. Colin says that I can't leave until I pay off my debt to him. Of course, he charges me room and board too. If you ever get to Underworld, tell Carol that I said hi."
    (Gob's dialogue)
  17. The Lone Wanderer: "What do you do with the money you make down here?"
    Tulip: "Well... we spend it at Carol's. Or the Ninth Circle, but I don't like it there. The rest we give to Quinn to trade for stuff we need whenever he goes out."
    (Tulip's dialogue)
  18. Bugged The Lone Wanderer: "Oh, you're one of those Ghouls! Just like Gob!"
    Winthrop: "Yeah, we're a whole city of 'em, actually... wait, you know Gob?"
    Winthrop: "Yep, I am. Remember: stop by Carol's and let Gob's mom know how he's doin'."
    (Winthrop's dialogue) Note: These lines can never occur in-game, as they depend on a Megaton dialogue variable (GobExplainedGhouls) that is never used. The first line from Winthrop would have been used the first time the option is selected, and the second line on any repeat selection of the option. Bugged
  19. The Lone Wanderer: "Do you know Mister Crowley?"
    Carol: "The back room renter? Oh, he's a swell guest. So polite too. Never gets mad at anyone. I've been letting that room to him for about a year now."
    (Carol's dialogue)
  20. The Lone Wanderer: "So he doesn't do anything strange?"
    Carol: "Well, he does keep talking about how he's going to make his fortune soon. He says as soon as he finds some wastelander to do his dirty work, he'll be set for life. I think it's just the whiskey talking. Vile stuff."
    (Carol's dialogue)
  21. Hired Help
  22. Underworld terminal entries; Ahzrukhal's terminal, Notes on Carol
  23. Winthrop: "Ahzrukhal, boy, I want to talk to you."
    Ahzrukhal: "I'm not your "boy", Winthrop. What do you want?"
    Winthrop: "It's about Patchwork. You need to stop feeding him booze, Ahzrukhal. The boy can barely stand most of the time, and you just keep serving him."
    Ahzrukhal: "He's a big boy, Winthrop. As long as he's got the caps, I'm going to sell him booze. I'm here to make money, not to babysit."
    Winthrop: "And wouldn't it be a shame if your ventilation went down and all of your customers went to Carol's? Just think about it, Ahzrukhal."
    Ahzrukhal: "Save your threats, old man. You don't have the balls."
    Winthrop: "I'm not threatening you, I'm just sayin'. No equipment. No business. Either way, my problem is solved. Think about it. We'll talk later."
    (Underworld conversations; Winthrop and Ahzrukhal's dialogue)
  24. Carol: "Oh, I just love to see your pretty face smiling at me. What do you need, honey?"
    Carol: "Oh, I was just telling Greta "that pretty young smoothskin hasn't been around in a while", and here you are!"
    Carol: "Oh, hello again! Do you need anything, darling?"
    Carol: "Oh, hello again! Do you need anything?"
    (Carol's dialogue) Note: These greeting lines are available if the Lone Wanderer is female.
  25. The Lone Wanderer: "He works for a guy up in Megaton. I think he might be a slave."
    Carol: "That's... that's terrible. But at least I know he's alive. So that's something. If you get up that way again, tell him that I said that I miss him and that I love him. But, he shouldn't try to escape. It's too dangerous. No, no. He should stay put where he is. I couldn't bear the thought of him getting hurt."
    (Carol's dialogue)
  26. The Lone Wanderer: "He was up in Megaton. I'm afraid that he's dead."
    Carol: "No! Not Gob... I'm... I'm sorry... I need some time alone..."
    (Carol's dialogue)
  27. Carol: "What? Oh... I'm sorry... I was just thinking about my poor Gob. Did you need something?"
    (Carol's dialogue)
  28. Greta: "Goddammit! Why did you tell Carol that Gob was dead? You couldn't have kept that to yourself? You know, not everyone needs to hear the truth about everything. She was perfectly fine thinking that he'd found happiness out there. Just... order something and get away from me."
    (Greta's dialogue)


  1. 1.0 1.1 Fallout 3 Official Game Guide Game of the Year Edition p.75: "Greta
    Greta and Carol have been together for a long time. In fact, it was Greta who convinced Carol to open Carol's Place. Carol takes care of the desk while Greta cooks and serves the food. Well, most humans wouldn't call it food, but Ghouls have superhuman intestinal fortitude."
    (Fallout 3 Official Game Guide Game of the Year Edition Wasteland Census)
  2. Fallout 3 Official Game Guide Game of the Year Edition p.65: "Carol
    Carol is perhaps the sweetest Ghoul you'll ever meet. The fact that she's a hideously deformed Ghoul hasn't stopped her from wearing a sundress, smiling pleasantly, or sharing a warm hello with anyone who crosses her path. Carol won't say how old she is, but it's generally understood that she's been around since before the bombs fell. She always wanted to open a bed and breakfast, and Carol's Place is her dream come true, although everyone has noticed that she's been a bit down lately. She is also has a son, Gob, who's carrying an the family tradition as a barkeep in Megaton."
    (Fallout 3 Official Game Guide Game of the Year Edition Wasteland Census)


  1. Technically speaking, the shadow wasn't burned, as the thermal radiation boiled her father off. His silhouette simply blocked the radiation from affecting the wall behind him, leaving a "shadow" that's just a normally colored wall surrounded by a surface bleached clean by the radiation.